Document

EX-99.1 10 scl_ex991x01252022.htm EX-99.1 Document

Exhibit 99.1

Sands China Ltd.

FORM OF LETTER OF TRANSMITTAL

Offer to Exchange All Outstanding

US$700,000,000 2.300% Senior Notes due 2027
US$650,000,000 2.850% Senior Notes due 2029

US$600,000,000 3.250% Senior Notes due 2031

For an Equal Principal Amount of

2.300% Senior Notes due 2027
2.850% Senior Notes due 2029

3.250% Senior Notes due 2031

Which Have Been Registered Under the Securities Act of 1933

Pursuant to the Prospectus, dated , 2022


The Exchange Offer and Withdrawal Period Will Expire at 5:00 PM, New York City Time, on , 2022, Unless Extended (such time and date, as it may be extended, the “Expiration Date”)

The Exchange Agent (the “Exchange Agent”) for the Exchange Offer is:

U.S. Bank National Association

111 Fillmore Ave E
Saint Paul, MN 55107
Attention: Corporate Actions

Fax: 651-466-7372
Email: Cts.specfinance@usbank.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal (this “Letter of Transmittal”) is being furnished by Sands China Ltd. (the “Company”) in connection with its offer to exchange all of its currently outstanding 2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031 (collectively, the “Outstanding Notes”), which were issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), under an indenture, dated September 23, 2021 (the “Indenture”), between the Company and the U.S. Bank National Association, as trustee, for an equal principal amount of its newly issued 2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031 (collectively, the “Notes”), respectively, which have been registered under the Act. The Company has prepared and delivered to holders of the Outstanding Notes a Prospectus, dated , 2022 (the “Prospectus”). The Prospectus, this Letter of Transmittal and the related materials together constitute the Company’s offer (the “Exchange Offer”).

For each Outstanding Note accepted for exchange, the holder will receive a Note having a principal amount equal to that of the surrendered Outstanding Note. The Notes will bear interest from the most recent date to which interest has been paid on the Outstanding Notes. Accordingly, registered holders of Notes on the relevant record date for the first interest payment date following completion of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid. Outstanding Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Holders whose Outstanding Notes are accepted for exchange will not receive any payment of interest on the Outstanding Notes otherwise payable on any interest payment date the record date for which occurs after completion of the Exchange Offer.

The Exchange Offer will expire at 5:00 PM, New York City time, on , 2022, unless extended, in which case the Exchange Offer will expire at the last time and on the last date to which the Exchange Offer is extended.

This Letter of Transmittal is to be completed by a holder (a) if certificates representing Outstanding Notes are to be physically delivered to the Exchange Agent herewith by the holder or (b) if tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) through the DTC Automated Tender Offer Program (“ATOP”), and an Agent’s Message (as defined below) is not delivered as provided in the next paragraph.

Holders of Outstanding Notes who are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute their tender through ATOP. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an Agent’s Message (as defined below) to the Exchange Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent’s Message. Accordingly, this Letter of Transmittal need not be completed by a holder tendering through ATOP. As used herein, the term “Agent’s Message” means, with respect to any tendered Outstanding Notes, a message transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, stating that DTC has received an express acknowledgment from each tendering participant to the effect that, with respect to those Outstanding Notes, the participant has received and agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against the participant. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, WE RECOMMEND USING REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY PRIOR TO THE EXPIRATION DATE.

Please note that the Notes are only available in Hong Kong or to persons in Hong Kong who are (a) “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong; and (b) acquiring the Notes in circumstances which do not result in the Prospectus being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. For a person outside Hong Kong, the Notes are only available to a person to whom securities may be sold in accordance with a relevant exemption from public offer regulations in that jurisdiction.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND LETTER OF TRANSMITTAL SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT CTS.SPECFINANCE@USBANK.COM OR AT ITS ADDRESS SET FORTH ABOVE.

Holders who wish to tender their Outstanding Notes must complete Box 1, Box 2, Box 2A and Box 4 and must sign this Letter of Transmittal in Box 4.

BOX 1
TENDER OF OUTSTANDING NOTES


☐			CHECK HERE IF CERTIFICATES REPRESENTING THE TENDERED OUTSTANDING NOTES ARE ENCLOSED WITH THIS LETTER OF TRANSMITTAL.
☐			CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
			Name of Tendering Institution:
			Account Number:
			Transaction Code Number:
☐			CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

List below the Outstanding Notes being tendered herewith. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Outstanding Notes will be accepted only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.


BOX 2 DESCRIPTION OF OUTSTANDING NOTES TENDERED


Description of 2.300% Senior Notes due 2027
All Tendering Holders of 2.300% Senior Notes due 2027 Complete This Box:


Name(s) and address(es) of registered holder(s) exactly as name(s) appear(s) on Outstanding Notes, or on a security position	Certificate number(s) of Outstanding Notes*	Aggregate principal amount represented by principal certificate(s)	Aggregate principal amount tendered**





	TOTAL:


Description of 2.850% Senior Notes due 2029
All Tendering Holders of 2.850% Senior Notes due 2029 Complete This Box:


Name(s) and address(es) of registered holder(s) exactly as name(s) appear(s) on Outstanding Notes, or on a security position	Certificate number(s) of Outstanding Notes*	Aggregate principal amount represented by principal certificate(s)	Aggregate principal amount tendered**





	TOTAL:


Description of 3.250% Senior Notes due 2031
All Tendering Holders of 3.250% Senior Notes due 2031 Complete This Box:


Name(s) and address(es) of registered holder(s) exactly as name(s) appear(s) on Outstanding Notes, or on a security position	Certificate number(s) of Outstanding Notes*	Aggregate principal amount represented by principal certificate(s)	Aggregate principal amount tendered**





	TOTAL:


* **			DOES NOT need to be completed if Outstanding Notes are tendered by book-entry transfer. Unless otherwise indicated, the holder will be deemed to have tendered the entire face amount of all Outstanding Notes represented by tendered certificates. See Instruction 4.

BOX 2A
INVESTOR PROFILE

If you are the beneficial owner of all of the Outstanding Notes tendered by you, please check one of the following boxes only:


☐			(1) CHECK HERE if you are an INSTITUTIONAL PROFESSIONAL INVESTOR.
☐			(2) CHECK HERE if you are a CORPORATE PROFESSIONAL INVESTOR.
☐			(3) CHECK HERE if you are an INDIVIDUAL PROFESSIONAL INVESTOR.
☐			(4) CHECK HERE if you are a PRIVATE BANKING CLIENT (if not included in (2) or (3) above).

If you are not the beneficial owner of any or all of the Outstanding Notes tendered by you, please insert the aggregate principal amount of each series of all Outstanding Notes tendered by you in accordance with the type(s) of beneficial owner(s) of the Outstanding Notes:


	2.300% Senior Notes due 2027	2.850% Senior Notes due 2029	3.250% Senior Notes due 2031
INSTITUTIONAL PROFESSIONAL INVESTOR
CORPORATE PROFESSIONAL INVESTOR
INDIVIDUAL PROFESSIONAL INVESTOR
PRIVATE BANKING CLIENT

See Instruction 10 for the meaning of “Institutional Professional Investor,” “Corporate Professional Investor,” “Individual Professional Investor” and “Private Banking Client.”

If not already printed above, the name(s) and address(es) of the registered holder(s) should be printed exactly as they appear on the certificate(s) representing the Outstanding Notes tendered hereby or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of those Outstanding Notes.

BOX 3
SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 2)

Complete the information in the blanks below this paragraph ONLY if (1) either (a) the Notes issued in exchange for Outstanding Notes tendered hereby, or (b) Outstanding Notes in a principal amount not tendered or not accepted for exchange, are to be issued or reissued in the name of someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or sent to an address different from that shown in Box 2 entitled “Description of Outstanding Notes Tendered” within this Letter of Transmittal, or if (2) either (a) the Notes that are delivered by book-entry transfer, or (b) the Outstanding Notes delivered by book-entry transfer that are not accepted for exchange, are to be returned by credit to an account maintained by DTC other than the account indicated in Box 1 above entitled “Tender of Outstanding Notes.”

Issue Notes or return unexchanged Outstanding Notes to:


Name:
Address:

(Include Zip Code)
(Tax Identification or Social Security Number)


☐ Credit Notes or unexchanged Outstanding Notes delivered by book-entry transfer to the DTC account set forth below:

Complete the following only if certificates for Notes or for unexchanged Outstanding Notes are to be sent to someone other than the person named above or to that person at an address other than that shown in Box 2 entitled “Description of Outstanding Notes Tendered.”


Name:
Address:

(Include Zip Code)
(Tax Identification or Social Security Number)


(See Form W-9 herein)
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned is a holder of 2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 or 3.250% Senior Notes due 2031 (collectively, the “Outstanding Notes”), issued by Sands China Ltd. (the “Company”) under an indenture, dated September 23, 2021 (the “Indenture”), between the Company and the U.S. Bank National Association, as trustee.

The undersigned acknowledges receipt of the Prospectus, dated , 2022 (the “Prospectus”), and this Letter of Transmittal (this “Letter of Transmittal”), which together with the related materials constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to US$1,950,000,000 of Outstanding Notes that were issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”), for an equal principal amount of its newly issued 2.300% Senior Notes due 2027, 2.850% Senior Notes due 2029 and 3.250% Senior Notes due 2031 (collectively, the “Notes”), respectively, which have been registered under the Act.

The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus, and in accordance with this Letter of Transmittal, the principal amount of Outstanding Notes indicated in Box 2 above entitled “Description of Outstanding Notes Tendered” under each column heading “Aggregate principal amount tendered” (or, if nothing is indicated therein, with respect to the entire aggregate principal amounts represented by the Outstanding Notes described in that table). The undersigned acknowledges and agrees that Outstanding Notes may not be tendered except in accordance with the procedures set forth in the Prospectus and this Letter of Transmittal.

Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered herewith in accordance with the terms and subject to the conditions of the Exchange Offer, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all of the Outstanding Notes that are being tendered hereby and that are being accepted for exchange pursuant to the Exchange Offer. By executing this Letter of Transmittal, subject to and effective upon acceptance for exchange of the Outstanding Notes tendered therewith, the undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to such Outstanding Notes, with full powers of substitution and revocation (such powers of attorney being deemed to be an irrevocable power coupled with an interest), to (i) present such Outstanding Notes and all evidences of transfer and authenticity to, or transfer ownership of such Outstanding Notes on the account books maintained by DTC to, or upon the order of, the Company, (ii) present such Outstanding Notes for transfer of ownership on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

If the undersigned is not the registered holder of the Outstanding Notes listed in Box 2 above labeled “Description of Outstanding Notes Tendered” under the column heading “Aggregate principal amount tendered” or such registered holder’s legal representative or attorney-in-fact, then in order to validly consent, the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in-fact) to deliver a Letter of Transmittal in respect of such Outstanding Notes on behalf of the registered holder thereof, and that proxy is being delivered with this Letter of Transmittal.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE OUTSTANDING NOTES TENDERED HEREBY, AND THAT WHEN THOSE OUTSTANDING NOTES ARE ACCEPTED FOR EXCHANGE BY THE COMPANY, THE COMPANY WILL ACQUIRE GOOD AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THOSE OUTSTANDING NOTES WILL NOT BE SUBJECT TO ANY ADVERSE CLAIMS. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OUTSTANDING NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The undersigned acknowledges and agrees that a tender of Outstanding Notes pursuant to any of the procedures described in the Prospectus and in this Letter of Transmittal and an acceptance of such Outstanding Notes by the Company will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

The Exchange Offer will expire at 5:00 PM, New York City time, on , 2022, unless extended by the Company in its sole discretion or earlier terminated (such time and date, as it may be extended, the “Expiration Date.”

The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Outstanding Notes. The certificate number(s) and the Outstanding Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

No authority conferred or agreed to be conferred by this Letter of Transmittal shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. This tender of Outstanding Notes may be withdrawn at any time prior to the Expiration Date. See “The Exchange Offer — Withdrawal of Tenders” in the Prospectus.

The undersigned hereby represents and warrants that: (i) the undersigned is acquiring the Notes in the ordinary course of its business; (ii) the undersigned, if not a broker-dealer, is not engaged in, and does not intend to engage in, a distribution of the Notes; (iii) the undersigned has no arrangement or understanding with any person to participate in the distribution of the Notes; (iv) the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Act; and (v) the undersigned is not prohibited by any law or policy from participating in the Exchange Offer. By tendering Outstanding Notes pursuant to the Exchange Offer and executing, or otherwise becoming bound by, this Letter of Transmittal, a holder of Outstanding Notes that is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) to third parties, that (a) such Outstanding Notes held by the broker-dealer are held only as a nominee or (b) such Outstanding Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the Prospectus (as amended or supplemented from time to time) meeting the requirements of the Act in connection with any resale of such Notes (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act).

The undersigned also acknowledges that this Exchange Offer is being made in reliance upon interpretations by the Staff, as set forth in no-action letters issued to third parties, that the Notes issued in exchange for Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Act), without compliance with the registration and prospectus delivery provisions of the Act, provided that such Notes are acquired in the ordinary course of such holders’ business and the holders have no arrangement with any person to participate in the distribution of the Notes. However, the Company has not obtained a no-action letter specifically for this Exchange Offer, and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Offer as in other circumstances. If any holder is an affiliate of the Company, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Notes to be acquired pursuant to the Exchange Offer, that holder (a) cannot rely on the applicable interpretations of the Staff and (b) must comply with the registration and prospectus delivery requirements of the Act in connection with any resale transaction.

The undersigned acknowledges that, other than in the United States, no action has been taken by the Company that would permit a public offering of the Notes in any jurisdiction where action for that purpose is required. The undersigned, if outside the United States, represents and warrants that the undersigned is acquiring the Notes only in circumstances permitted under applicable law as described in the “Plan of Distribution” section of the Prospectus. The undersigned further represents and warrants that (i) the undersigned is a “professional investor” as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Securities and Futures Ordinance (Cap. 571) of Hong Kong; and (ii) the undersigned is acquiring the Notes in circumstances which do not result in the Prospectus being a “prospectus” as defined in the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

The Company has agreed that, subject to the provisions of the registration rights agreement, dated as of September 23, 2021, among the Company, Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC (the “Registration Rights Agreement”), the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of Notes received

in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances) or, if earlier, when all such Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Outstanding Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Outstanding Notes and executing, or otherwise becoming bound by, this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Company has given notice that the sale of the Notes may be resumed, as the case may be.

Outstanding Notes properly tendered and not withdrawn will be accepted as soon as practicable after the satisfaction or waiver of all conditions to the Exchange Offer. The undersigned understands that the Company will deliver the Notes as promptly as practicable following acceptance of the tendered Outstanding Notes. The Exchange Offer is subject to a number of conditions, as more particularly set forth in the Prospectus. See “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus. The undersigned recognizes that as a result of these conditions the Company may not be required to accept any of the Outstanding Notes tendered hereby. In that event, the Outstanding Notes not accepted for exchange will be returned to the undersigned at the address shown in Box 2, “Description of Outstanding Notes Tendered,” unless otherwise indicated in Box 3, “Special Issuance/Delivery Instructions.”

If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, certificates for such unaccepted or non-exchanged Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

Unless otherwise indicated in Box 3, “Special Issuance/Delivery Instructions,” the undersigned hereby request(s) that any Outstanding Notes representing principal amounts not tendered or not accepted for exchange, and that the Exchange Notes with respect to Outstanding Notes accepted for exchange, be issued in the name(s) of, and delivered to, the undersigned (and in the case of Outstanding Notes tendered by book-entry transfer, by credit to the account of DTC indicated therein).

In the event that Box 3, “Special Issuance/Delivery Instructions,” is completed, the undersigned hereby request(s) that any Outstanding Notes representing principal amounts not tendered or not accepted for exchange, and that the Notes with respect to Outstanding Notes accepted for exchange, be issued in the name(s) of, and be delivered to, the person(s) at the address(es) therein indicated (the “New Noteholder”), or in the case of a book-entry delivery of Outstanding Notes, please credit the account indicated therein maintained at DTC (the “New Account”). The undersigned hereby further represents and warrants that the New Noteholder or the holder of the New Account, as applicable, is a “professional investor” as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Securities and Futures Ordinance (Cap. 571) of Hong Kong. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance/Delivery Instructions” box to transfer any Outstanding Notes from the names of the registered holder(s) thereof or to issue any Notes in the name(s) of anyone other than the name(s) of the registered holder(s) of the Outstanding Notes in respect of which those Notes are issued, if the Company does not accept for exchange any of the principal amount of such Outstanding Notes so tendered. The undersigned recognizes that the undersigned must comply with all of the terms and conditions of the Indenture as amended or supplemented from time to time in accordance with its terms to transfer Outstanding Notes either not tendered for exchange or not accepted for exchange from the name of the registered holder(s).

For purposes of the Exchange Offer, the undersigned understands that the Company will be deemed to have accepted for exchange validly tendered Outstanding Notes (or defectively tendered Outstanding Notes with respect to which the Company has waived the defect) if, as and when the Company gives oral (confirmed in writing) or written notice thereof to the Exchange Agent.

The undersigned understands that the delivery and surrender of the Outstanding Notes is not effective, and the risk of loss of the Outstanding Notes does not pass to the Company, until receipt by the Exchange Agent of this Letter of Transmittal, or a facsimile hereof, properly completed and duly executed (or, in the case of a book-entry transfer, an Agent’s Message, if applicable, in lieu of the Letter of Transmittal), together with all accompanying evidences of authority and any other required documents in a form satisfactory to the Company. All questions as to

the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Outstanding Notes will be determined by the Company in its sole discretion, which determination shall be final and binding. The undersigned has completed the appropriate boxes and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Name:
Address:

(Include Zip Code)
Phone Number:
Contact Person:

BOX 4
PLEASE SIGN HERE

(To be completed by all tendering holders of Outstanding Notes regardless of whether Outstanding Notes are being physically delivered herewith)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the principal amount of the Outstanding Notes listed in Box 2 above labeled “Description of Outstanding Notes Tendered” under the column heading “Principal Amount Tendered” (or if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the Outstanding Notes described in that box).

This Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on the certificate(s) representing Outstanding Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of those Outstanding Notes. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth the full title and see Instruction 2.

SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(SEE GUARANTEE REQUIREMENT BELOW)


Dated
Name(s)
(Please Print)
Capacity (full title)
Area Code and Telephone No.
Tax Identification or Social Security No.

MEDALLION SIGNATURE GUARANTEE
(If Required — See Instructions 1 and 2)

Authorized Signature:

Name of Firm:

(Place Seal Here)

COMPLETE ACCOMPANYING FORM W-9

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Signature Guarantees. Signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Exchange Agents Medallion Program or the Stock Exchange Medallion Program (a “Medallion Signature Guarantor”) (generally, a member of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office in the United States (each, an “Eligible Institution”)), unless (a) the Outstanding Notes tendered hereby are tendered by a registered holder (or by a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) that has not completed Box 3 entitled “Special Issuance/Delivery Instructions” in this Letter of Transmittal or (b) the Outstanding Notes are tendered for the account of an Eligible Institution. If the Outstanding Notes are registered in the name of a person other than the signatory of this Letter of Transmittal if Outstanding Notes not accepted for exchange or not tendered are to be returned to a person other than the registered holder or if Notes are to be issued to someone other than the signatory of this Letter of Transmittal, then the signatures on this Letter of Transmittal accompanying the tendered Outstanding Notes must be guaranteed by a Medallion Signature Guarantor as described above. See Instruction 2.

2. Signatures on Letter of Transmittal, Instruments of Transfer and Endorsements. If the registered holders of the Outstanding Notes tendered hereby sign this Letter of Transmittal, the signatures must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Outstanding Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If any of the Outstanding Notes tendered hereby are registered in the name of two or more holders, all registered holders must sign this Letter of Transmittal. If any of the Outstanding Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any Outstanding Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person’s authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, no endorsements of the Outstanding Notes or separate instruments of transfer are required unless payment is to be made, or Outstanding Notes not tendered or exchanged are to be issued to a person other than the registered holders, in which case signatures on the Outstanding Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor.

This Letter of Transmittal and Outstanding Notes should be sent only to the Exchange Agent, and not to the Company or DTC.

If this Letter of Transmittal is signed other than by the registered holder(s) of the Outstanding Notes tendered hereby, such Outstanding Notes must be endorsed or accompanied by appropriate instruments of transfer, and a duly completed proxy entitling the signer to tender those Outstanding Notes on behalf of the registered holders, in any case signed exactly as the name or names of the registered holders appear on the Outstanding Notes and signatures on those Outstanding Notes or instruments of transfer and proxy are required and must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

3. Transfer Taxes. Except as set forth in this Instruction 3, the Company will pay or cause to be paid any transfer taxes with respect to the transfer of Outstanding Notes to it, or to its order, pursuant to the Exchange Offer. If Notes are to be issued or delivered to, or if Outstanding Notes not tendered or exchanged are to be registered in the name of, any persons other than the registered owners, or if tendered Outstanding Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such other person will be billed to the holder unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

4. Delivery of this Letter of Transmittal and Certificates. This Letter of Transmittal is to be used if (a) certificates for Outstanding Notes are to be physically delivered to the Exchange Agent herewith or (b) tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent’s account at the DTC through ATOP, and an Agent’s Message is not delivered, each as set forth in the Prospectus. For holders whose Outstanding Notes are being delivered by book-entry transfer, delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent’s Message.

To validly tender Outstanding Notes pursuant to the Exchange Offer, the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal (or facsimile hereof) with any required signature guarantees, together with certificates for the Outstanding Notes, or an Agent’s Message, as the case may be, and any other documents required by this Letter of Transmittal.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR OUTSTANDING NOTES AND OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. EXCEPT AS OTHERWISE PROVIDED HEREIN AND IN THE PROSPECTUS, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, withdrawal and revocation of Outstanding Notes tendered for exchange will be determined by the Company in its sole discretion, whose determination will be final and binding. The Company reserves the right to waive any defects or irregularities in the tender or conditions of the Exchange Offer as to any particular Outstanding Notes. The interpretation of the Company of the terms and conditions of the Exchange Offer (including these Instructions) will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within the time determined by the Company. No alternative, conditional or contingent tenders will be accepted. Neither the Company, the Exchange Agent or any other person will be under any duty to give notice of any defects or irregularities in any tender or will incur any liability for failure to give any notice. Tenders of Outstanding Notes will not be deemed to have been made until irregularities have been cured or waived. Any certificates constituting Outstanding Notes received by the Exchange Agent that are not properly tendered or as to which irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

5. Partial Tenders and Withdrawal Rights. Tenders of Outstanding Notes will be accepted only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. If less than all the Outstanding Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the box entitled “Aggregate principal amount tendered.” In such case, new certificate(s) for the remainder of the Outstanding Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Outstanding Notes, promptly after the Expiration Date. All Outstanding Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn, as provided below, at any time prior to the Expiration Date. For the withdrawal of a tender to be effective, a written, telegraphic or facsimile transmitted notice of withdrawal must be received by the Exchange Agent at the address or number set forth above prior to the Expiration Date. Any notice of withdrawal must (a) specify the name of the person who tendered the Outstanding Notes, (b) identify the Outstanding Notes to be withdrawn, (c) if certificates for Outstanding Notes have been delivered to the Exchange Agent, specify the name in which the Outstanding Notes are registered, if different from that of the withdrawing holder, (d) if certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of those certificates, submit the serial numbers of the particular certificates to be withdrawn, (e) if Outstanding Notes have been tendered using the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of that facility, and (f) be signed in the same manner required by the Letter of Transmittal by which the Outstanding Notes were tendered (including any required signature guarantees, endorsements and/or powers). All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Company, whose determination will be final and binding on all parties. The Outstanding Notes so withdrawn, if any, will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are withdrawn will be returned to the holder without cost to the holder as soon as practicable after withdrawal. Properly withdrawn Outstanding Notes may be retendered on or prior to the Expiration Date by following the procedures for tender described in this Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notice of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give such a notice.

6. Form W-9. Each tendering holder (or other recipient of any Notes) who is a U.S. person (as defined for U.S. federal income tax purposes) is required to provide the Exchange Agent with a correct taxpayer identification number (“TIN”), generally the holder’s Social Security or federal Employer Identification Number, and with certain other information, on Form W-9, which is provided below, and to certify that the holder (or other person) is not subject to backup withholding. Failure to provide the information on the Form W-9 may subject the tendering holder

(or other person) to a US$50 penalty imposed by the Internal Revenue Service and 24% federal income tax backup withholding on any payment. If the tendering holder (or other person) has not been issued a TIN, such holder should consult the W-9 General Instructions for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part I of the Form W-9, and sign and date the Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder does not provide such holder's TIN to the Exchange Agent within 60 days, the Exchange Agent will withhold 24% on all reportable payments, if any, until a TIN is provided to the Exchange Agent. Tendering holders that are non-U.S. persons may be required to submit the appropriate IRS Form W-8, properly completed and signed under penalties of perjury, attesting to the holder’s foreign status. IRS forms may be requested from the Exchange Agent or obtained at the IRS website, www.irs.gov.

7. Inadequate Space. If the space provided in the box captioned “Description of Outstanding Notes Tendered” is inadequate, the certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

8. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Outstanding Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

9. Requests for Assistance or Additional Copies. Any questions or requests for assistance or additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at its telephone number set forth below.

10. Investor Profile. For the purposes of Box 2A:

“Institutional Professional Investor” refers to persons who fall under paragraphs (a) to (i) of the definition of “professional investor” under section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”), who are:

(a) any recognized exchange company, recognized clearing house, recognized exchange controller or recognized investor compensation company, or any person authorized to provide automated trading services under section 95(2) of the SFO;

(b) any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;

(c) any authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong;

(d) any insurer authorized under the Insurance Ordinance (Cap. 41) of Hong Kong, or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong;

(e) any scheme which (i) is a collective investment scheme authorized under section 104 of the SFO; or (ii) is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place, or any person by whom any such scheme is operated;

(f) any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485) of Hong Kong, or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General) Regulation (Cap. 485 sub. leg. A) of Hong Kong, or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment manager of any such registered scheme or constituent fund;

(g) any scheme which (i) is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (Cap. 426) of Hong Kong; or (ii) is an offshore scheme as defined in section 2(1) of that Ordinance and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place, or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of that Ordinance;

(h) any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency; or

(i) any corporation which is (i) a wholly owned subsidiary of (A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or (B) an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong; (ii) a holding company which holds all the issued share capital of (A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or (B) an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong; or (iii) any other wholly owned subsidiary of a holding company referred to in subparagraph (ii).

“Corporate Professional Investor” refers to certain persons who fall under paragraph (j) of the definition of “professional investor” under section 1 of Part 1 of Schedule 1 to the SFO, who are:

Trust corporations: a trust corporation having been entrusted under one or more trusts of which it acts as a trustee with total assets of not less than HK$40 million at the relevant date or as ascertained in accordance with section 8 of the Securities and Futures (Professional Investor) Rules (Cap. 571 sub. Leg. D) of Hong Kong (“section 8”).

Corporations:

(a) a corporation having (i) a portfolio of not less than HK$8 million; or (ii) total assets of not less than HK$40 million, at the relevant date or as ascertained in accordance with section 8;

(b) a corporation which, at the relevant date, has as its principal business the holding of investments and is wholly owned by any one or more of the following persons: (i) a trust corporation specified above; (ii) an individual specified below; (iii) a corporation specified in this paragraph or paragraph (a); (iv) a partnership specified below; (v) a professional investor within the meaning of paragraph (a), (d), (e), (f), (g) or (h) of the definition of professional investor in section 1 of Part 1 of Schedule 1 to the SFO (see above); or

“Individual Professional Investor” refers to certain persons who fall under paragraph (j) of the definition of “professional investor” under section 1 of Part 1 of Schedule 1 to the SFO, who are:

Individuals: (1) an individual having a portfolio of not less than HK$8 million at the relevant date or as ascertained in accordance with section 8, when any one or more of the following are taken into account: (a) a portfolio on the individual’s own account; (b) a portfolio on a joint account with the individual’s associate; (c) the individual’s share of a portfolio on a joint account with one or more persons other than the individual’s associate; (d) a portfolio of a corporation which, at the relevant date, has as its principal business the holding of investments and is wholly owned by the individual. (2) For the purposes of subsection (1) (c) above, an individual’s share of a portfolio on a joint account with one or more persons other than the individual’s associate is (a) the individual’s share of the portfolio as specified in a written agreement among the account holders; or (b) in the absence of an agreement referred to in paragraph (a), an equal share of the portfolio.

Partnerships: a partnership having (a) a portfolio of not less than HK$8 million; or (b) total assets of not less than HK$40 million, at the relevant date or as ascertained in accordance with section 8.

“Private Banking Client” should be broken down into Corporate Professional Investors or Individual Professional Investors, where possible. If a breakdown is unavailable, please include the principal amount of the Outstanding Notes tendered as those tendered by “Private Banking Clients” (which must, in any event, be a “professional investor” as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the SFO).

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), OF
AN AGENT’S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a holder whose tendered Outstanding Notes are accepted for exchange pursuant to the Exchange Offer is required to provide the Exchange Agent with the holder’s current TIN on Form W-9 below, or, alternatively, to establish another basis for an exemption from backup withholding. If the holder is an individual, the TIN is generally his or her Social Security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a US$50 penalty imposed by the Internal Revenue Service. In addition, any payment made to the holder or other payee with respect to Outstanding Notes exchanged pursuant to the Exchange Offer or to Notes may be subject to a 24% back-up withholding tax. Failure to comply truthfully with the backup withholding requirements may also result in the imposition of severe criminal and/or civil fines and penalties.

Certain holders (including, among others, certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit to the Exchange Agent a properly completed Internal Revenue Service Form W-8BEN or other appropriate Form W-8 (a “Form W-8”), signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8 can be obtained from the Exchange Agent. See the W-9 General Instructions for additional instructions.

If backup withholding applies, the Exchange Agent is required to withhold 24% of any payment made to the holder or other payee. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is properly provided.

Purpose of Form W-9

To prevent backup withholding on any payment made to a holder or other payee with respect to Outstanding Notes exchanged pursuant to the Exchange Offer or to Notes, the holder is required to notify the Exchange Agent of the holder’s current TIN (or the TIN of any other payee) by completing the form below, certifying that the TIN provided on Form W-9 is correct (or that the holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment of all reportable payments made to me will be withheld.

Signature

Date

, 20

In order to tender, a holder should send or deliver a properly completed and signed Letter of Transmittal, certificates for the Outstanding Notes and any other required documents to the Exchange Agent at the address set forth below or tender pursuant to DTC’s Automated Tender Offer Program. The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

111 Fillmore Ave E
Saint Paul, MN 55107
Attention: Corporate Actions

Fax: 651-466-7372
Email: Cts.specfinance@usbank.com